Rule 144a Regulation S Sample Clauses

Rule 144a Regulation S. (i) The Securities are eligible for resale pursuant to Rule 144A and when the Securities are issued and delivered pursuant to the Indenture and this Agreement, the Securities will not be of the same class (within the meaning of Rule 144A) as securities which are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or quoted in a U.S. automated inter-dealer quotation system. (ii) Except for the offer and sale of the Securities as contemplated under this Agreement, none of the Company or any of its Affiliates, nor any Person acting on its or their behalf (x) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Securities or any security of the same class or series as the Securities or (y) has offered or will offer or sell the Securities or any such other securities (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with respect to any such securities sold in reliance on Rule 903 of Regulation S, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S. The Company, its Affiliates and any Person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Neither the Company nor any of its Affiliates have entered and neither the Company nor any of its Affiliates will enter into any contractual arrangement with respect to the distribution of the Securities except for this Agreement. (iii) The proceeds to the Company from the offering of the Securities will not be used to purchase or carry any security in any manner which would violate Regulations T, U or X of the Federal Reserve Board.